exv4w2



 





Exhibit 4.2




AMENDED AND RESTATED

INDENTURE

FOR

SENIOR DEBT SECURITIES

dated as of December 15, 2004




     This Amended and Restated Indenture, dated as of December 15, 2004,
between HSBC Finance Corporation (formerly known as Household International,
Inc. and as successor to Household Finance Corporation), a corporation duly
organized and existing under the laws of the State of Delaware (hereinafter
called the “Company” or “HSBC Finance”) and having its principal office at 2700 Sanders Road,
Prospect Heights, Illinois 60070, and JPMorgan Chase Bank, N.A. (formerly known
as The Chase Manhattan Bank), a national banking association organized and
existing by virtue of the banking laws of the United States of America
(hereinafter called the “Trustee”), and having its principal Corporate Trust
Office in The City of New York, New York, which office, at the date hereof, is
located at 4 New York Plaza, New York, New York 10004.



WITNESSETH:




     Whereas, Household Finance Corporation (“HFC”) and the Trustee have
heretofore entered into an Indenture for Senior Debt Securities dated as of
March 1, 2001 and amended and restated as of April 30, 2003 (as amended and
supplemented to date, hereinafter called the “Original Indenture”); and



     Whereas, under the Original Indenture, HFC created and issued from time to
time Notes of a series known as InterNotes® (hereinafter the “InterNotes”), due
nine months or more from date of issue; and



     Whereas, prior to the date hereof, HSBC Finance and
HFC entered into an Agreement and Plan of Merger, under which
HFC will merge as of the date hereof with and into HSBC Finance, with HSBC
Finance as the surviving corporation, and all obligations of HFC will become
direct obligations of HSBC Finance, including all InterNotes issued and
outstanding under the Original Indenture (hereinafter referred to as the
“Merger”); and



     Whereas, Section 10.01 of the Original Indenture provides, among other
things, that HFC will not merge into any other corporation unless the surviving
corporation in such merger (if other than the HFC) expressly assumes, by
supplemental indenture, the due and punctual payment of the principal of (and
premium, if any) and interest on all issued and outstanding InterNotes and the
performance of every covenant of the Original Indenture on the part of HFC
required to be performed under the Original Indenture; and



     Whereas, HSBC Finance desires to supplement the Original Indenture to
expressly assume the due and punctual payment of the principal of (and premium,
if any) and interest on all the Notes and the performance of every covenant of
the Original Indenture on the part of the



 









 





Company required to be performed under the Original Indenture and to amend
and restate the Original Indenture to evidence the merger of HFC into HSBC
Finance; and



     Whereas, all things necessary to make this Amended and Restated Indenture
a valid agreement of HSBC Finance and to make the InterNotes which may be
issued on or after the date hereof, when executed by HSBC Finance and
authenticated and delivered by the Trustee and duly issued by HSBC Finance, the
valid obligations of HSBC Finance, and, in accordance with their and its terms,
have been done.



          NOW, THEREFORE, THIS AMENDED AND RESTATED INDENTURE WITNESSETH:



Compliance with Article X of the Original indenture




     As required by Section 10.01 of the Original Indenture, HSBC Finance
hereby expressly and irrevocably assumes, as of the date hereof, the due and
punctual payment of the principal of (and premium, if any) and interest on all
the InterNotes issued and outstanding as of the date hereof and the performance
of every covenant of the Original Indenture on the part of HFC required to be
performed under the Original Indenture.



     Pursuant to Section 10.02 of the Original Indenture, HSBC Finance shall
succeed to, and be substituted for, and may exercise every right and power of,
HFC under the Original Indenture with the same effect as if HSBC Finance had
been named as the Company herein.



Amendment and restatement of Original Indenture terms




     For and in consideration of the premises and the purchase of Notes to be
issued hereunder by Holders thereof, it is mutually covenanted and agreed, for
the equal and proportionate benefit of all Holders of the Notes or of series
thereof, as follows:



     Article 1. Standard Provisions. Except as specifically set forth herein,
all of the terms, conditions, covenants and provisions contained in the
Company’s Amended and Restated Standard Multiple-Series Indenture Provisions
for Senior Debt Securities dated as of December 15, 2004 (the “Provisions”), a
copy of which is attached hereto, are incorporated herein by reference in their
entirety and, except as specifically noted herein, shall be deemed to be a part
hereof to the same extent as if such provisions had been set forth in full
herein. All capitalized terms which are used herein and not otherwise defined
herein are defined in the Provisions and are used herein with the same meanings
as in the Provisions. The Provisions, together with this Indenture, are deemed
to be the “Indenture.”



     Article 2. Conflicts. As provided in Section 8.08(b) of the Provisions,
the following indentures are excluded:




The Indenture dated as of October 1, 1992 and the Amended and Restated
Indenture for Senior Debt Securities dated as of December 15, 2004
(providing for the issuance of the Company’s Medium Term Notes) between
the Company and the Trustee



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     Article 3. Designation and Terms of the InterNotes. A series of Notes
created pursuant to this Indenture shall be known and designated as the “HSBC
Finance InterNotes” of the Company.



     Each InterNote will be dated and issued as of the date of its
authentication by the Trustee. Each InterNote shall also bear an Original
Issue Date (as hereinafter defined) which, with respect to any InterNote (or
any portion thereof), shall mean the date of its original issue, as specified
in such InterNote (the “Original Issue Date”), and such Original Issue Date
shall remain the same if such InterNote is subsequently issued upon transfer,
exchange, or substitution of such InterNote regardless of its date of
authentication. Principal of any InterNote shall become due and payable on
such date nine months or more from the Original Issue Date of such Note, as
specified on such Note. Interest rates, or interest rate formulas, will be
subject to change by the Company from time to time, but no such change will
affect any InterNote theretofore issued. Interest shall be computed on the
basis specified in each InterNote.



     Each InterNote will bear interest from the Original Issue Date, or from
the most recent date to which interest has been paid or duly provided for, at
the rate per annum stated, or pursuant to the interest rate specified, therein
until the principal thereof is paid or made available for payment. Interest
will be payable either monthly, quarterly, semi-annually or annually on each
Interest Payment Date and at Maturity. Interest will be payable to the person
in whose name a Note is registered at the close of business on the Regular
Record Date next preceding each Interest Payment Date; provided, however,
interest payable at Maturity will be payable to the person to whom principal
shall be payable.



     The Interest Payment Dates for an InterNote that provides for monthly
interest payments at a fixed rate of interest per annum shall be the fifteenth
day of each calendar month beginning in the first calendar month following the
month the InterNote was issued. In the case of an InterNote that provides for
quarterly interest payments at a fixed rate of interest per annum, the Interest
Payment Dates shall be the fifteenth day of every third month, beginning in the
third calendar month following the month the InterNote was issued. In the case
of an InterNote that provides for semi-annual interest payments at a fixed rate
of interest per annum, the Interest Payment Dates shall be the fifteenth day of
every sixth month, beginning in the sixth calendar month following the month
the InterNote was issued. In the case of an InterNote that provides for annual
interest payments at a fixed rate of interest per annum, the Interest Payment
Dates shall be the fifteenth day of every twelfth month, beginning in the
twelfth calendar month following the month the InterNote was issued. The
Regular Record Date referred to in Section 2.07 of the Provisions with respect
to any Interest Payment Date for an InterNote that provides for interest at a
fixed rate of interest per annum will be the first day of the calendar month
(whether or not a Business Day) in which such Interest Payment Date occurs,
except that the Regular Record Date with respect to the final Interest Payment
Date will be the final Interest Payment Date.



     Unless otherwise provided with respect to a particular InterNote, the
Interest Payment Dates for an InterNote that provides for monthly interest
payments pursuant to an interest rate formula shall be the third Wednesday of
each calendar month beginning in the first calendar month following the month
the InterNote was issued. Unless otherwise provided with respect to a
particular InterNote, the Interest Payment Dates for an InterNote that provides
for quarterly



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interest payments pursuant to an interest rate formula shall be the third
Wednesday of March, June, September and December of each year, beginning in the
first such month following the month the InterNote was issued. Unless
otherwise provided with respect to a particular InterNote, the Interest Payment
Dates for an InterNote that provides for semi-annual interest payments pursuant
to an interest rate formula shall be the third Wednesday of the two months of
each year specified in such InterNote. Unless otherwise provided with respect
to a particular InterNote, the Interest Payment Dates for an InterNote that
provides for annual interest payments pursuant to an interest rate formula
shall be the third Wednesday of the month of each year specified in such
InterNote. Unless otherwise provided with respect to a particular InterNote,
the Regular Record Date referred to in Section 2.07 of the Provisions with
respect to any Interest Payment Date for an InterNote that provides for
interest pursuant to an interest rate formula will be the fifteenth calendar
day (whether or not a Business Day) immediately preceding such Interest Payment
Date.



     Payment of principal of the InterNotes and, unless otherwise paid as
hereinafter provided, the interest thereon will be made at the office or agency
of the Company in New York, New York; provided, however, that payment of
interest may be made at the option of the Company by check or draft mailed to
the Person entitled thereto at his address appearing in the Note Register or by
wire transfer to an account designated by such Person to the Paying Agent not
later than ten days prior to the date of such payment.



     Unless otherwise specified in an InterNote, the cities of New York, New
York and Chicago, Illinois shall be the reference cities for determining a
Business Day.



     The InterNotes may be issued only as registered notes, without coupons, in
minimum denominations of $1,000 and any larger denomination which is an
integral multiple of $1,000.



     Upon the execution of this Indenture, or from time to time thereafter,
InterNotes, without limitation as to aggregate principal amount, may be
executed by the Company and delivered to the Trustee for authentication, and
the Trustee shall thereupon authenticate and deliver said InterNotes to or upon
a Company Order.



     Article 4. Redemption of InterNotes. Each InterNote may be redeemed by
the Company in whole or in part if so provided pursuant to the terms of such
InterNote issued by the Company. Notwithstanding the provisions of Section
5.03 of the Provisions, the Company may redeem any InterNote which by its terms
is redeemable prior to Stated Maturity without also redeeming any other
InterNote which is redeemable prior to Stated Maturity. The selection of
InterNotes to be redeemed prior to Stated Maturity shall be in the sole
discretion of the Company.



     Article 5. Repayment of InterNotes at Option of Holders. Each InterNote
shall be subject to repayment by the Company at the option of the Holder prior
to its Stated Maturity if so provided pursuant to the terms of such InterNote
issued by the Company, on such terms as set forth in such InterNote.



     Article 6. Survivor’s Option. If so specified in any InterNote, the
representative of a deceased beneficial owner of the InterNote or a beneficial
interest in the InterNote shall have the option to elect repayment of such
InterNote or interest following the death of the owner (a



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“Survivor’s Option”). Unless otherwise specifically provided for on the
face of the InterNote, no Survivor’s Option may be exercised if the deceased
owner of the InterNote or a beneficial interest in the InterNote acquired such
InterNote or interest less than six months prior to exercise of the Survivor’s
Option.



     Pursuant to exercise of the Survivor’s Option, the Company shall repay any
InterNote (or portion thereof) properly tendered for repayment by or on behalf
of the person (the “Representative”) that has authority to act on behalf of the
deceased beneficial owner of such InterNote under the laws of the appropriate
jurisdiction (including, without limitation, the personal representative,
executor, surviving joint tenant or surviving tenant by the entirety of such
deceased beneficial owner) at a price equal to 100 % of the principal amount of
the beneficial interest of the deceased owner in such InterNote plus accrued
interest to the date of such repayment, subject to the following limitations:




     (a) The Company may, in its sole discretion, limit the
aggregate principal amount of InterNotes as to which exercises of
the Survivor’s Option shall be accepted in any calendar year (the
“Annual Put Limitation”) to the greater of 2% of the Outstanding
principal amount of the InterNotes as of the end of the most
recent calendar year or $2,000,000. The Company in its sole
discretion may also limit to $250,000 for any calendar year, the
aggregate principal amount of InterNotes (or portions thereof) as
to which exercise of the Survivor’s Option will be accepted with
respect to any individual deceased owner of beneficial interests
in such InterNotes (the “Individual Put Limitation”).




     (b) The Company shall not make principal repayments pursuant
to exercise of the Survivor’s Option in amounts that are less than
$1,000, or other than in integral multiples of $1,000.




     (c) Any InterNote (or portion thereof) tendered pursuant to a
valid exercise of the Survivor’s Option may not be withdrawn.



     Each InterNote (or portion thereof) that is tendered pursuant to valid
exercise of the Survivor’s Option shall be accepted promptly in the order all
such InterNotes are tendered, except for any InterNote (or portion thereof) the
acceptance of which would contravene (i) the Annual Put Limitation, if applied,
or (ii) the Individual Put Limitation, if applied, with respect to the relevant
individual deceased owner of beneficial interests therein. If, as of the end
of any calendar year, the aggregate principal amount of InterNotes (or portions
thereof) that have been accepted pursuant to exercise of the Survivor’s Option
during such year has exceeded either the Annual Put Limitation, if applied, or
the Individual Put Limitation, if applied, for such year, any exercise(s) of
the Survivor’s Option with respect to InterNotes (or portions thereof) not
accepted during such calendar year because such acceptance would have
contravened either such limitation, if applied, shall be deemed to be tendered
in the following calendar year in the order all such InterNotes (or portions
thereof) were tendered. Unless otherwise specified in such InterNote, any
InterNote (or portion thereof) accepted for repayment pursuant to exercise of
the Survivor’s Option shall be repaid on the first Interest Payment Date that
occurs 20 or more calendar days after the date of such acceptance.



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     In order for a Survivor’s Option to be validly exercised with respect to
any InterNote (or portion thereof), the Trustee must receive from the
Representative of the deceased owner (i) a written request for repayment signed
by the Representative, and such signature must be guaranteed by a member firm
of a registered national securities exchange or of the National Association of
Securities Dealers, Inc. (the “NASD”) or a commercial bank or trust company
having an office or correspondent in the United States, (ii) tender of an
InterNote (or portion thereof) to be repaid, (iii) appropriate evidence
satisfactory to the Trustee and the Company that (A) the deceased acquired a
beneficial interest in such InterNote at least six months prior to exercise,
(B) the death of such beneficial owner has occurred and (C) the Representative
has authority to act on behalf of the deceased beneficial owner, (iv) if
applicable, a properly executed assignment or endorsement, and (v) if the
beneficial interest in such InterNote is held by a nominee of the deceased
beneficial owner, a certificate or letter satisfactory to the Trustee and the
Company from such nominee attesting to the deceased’s ownership of a beneficial
interest in such InterNote, and (vi) tax waivers and such other instruments or
documents that the Trustee or the Company reasonably requires in order to
establish the validity of ownership of the InterNotes and the claimant’s
entitlement to payment. Notwithstanding the foregoing, the eligibility or
validity of any exercise of the Survivor’s Option, shall be subject to the
final approval of the Company, in its sole discretion, which final approval
shall be final and binding on all parties. In the event that an InterNote (or
any portion thereof) tendered for repayment pursuant to valid exercise of the
Survivor’s Option is not accepted, the Trustee shall deliver a notice by
first-class mail to the Representative, that states the reason such InterNote
(or portion thereof) has not been accepted for payment.



     The death of a person owning an InterNote in joint tenancy or tenancy by
the entirety with another or others shall be deemed the death of the owner of
the InterNote, and the entire principal amount of the InterNote so held shall
be subject to repayment, together with interest accrued thereon to the
repayment date. The death of a person owning an InterNote by tenancy in common
shall be deemed the death of an owner of an InterNote only with respect to the
deceased owner’s interest in the InterNote so held by tenancy in common; except
that in the event an InterNote is held by husband and wife as tenants in
common, the death of either shall be deemed the death of the owner of the
InterNote, and the entire principal amount of the InterNote so held shall be
subject to repayment. The death of a person who, during his or her lifetime,
was entitled to substantially all of the beneficial interests of ownership of
an InterNote, shall be deemed the death of the owner thereof for purposes of
this provision, regardless of the registered holder, if such beneficial
interest can be established to the satisfaction of the Trustee and the Company.
Such beneficial interest shall be deemed to exist in typical cases of nominee
ownership, ownership under the Uniform Transfers to Minors Act, community
property or other joint ownership arrangements between a husband and wife and
custodial and trust arrangements where one person has substantially all of the
beneficial ownership interest in the InterNote during his or her lifetime.



     For InterNotes represented by a Global Note, the Depository or its nominee
shall be the holder of such InterNote and therefore shall be the only entity
that can exercise the Survivor’s Option for such InterNote. To obtain
repayment pursuant to exercise of the Survivor’s Option with respect to such
InterNote, the Representative must provide to the broker or other entity
through which the beneficial interest in such InterNote is held by the deceased
owner (i) the documents described in clauses (i), (iii) and (vi) of the second
preceding paragraph and (ii)



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instructions to such broker or other entity to notify the Depository of
such Representative’s desire to obtain repayment pursuant to exercise of the
Survivor’s Option. Such broker or other entity shall provide to the Trustee
(i) the documents received from the Representative referred to in clause (i) of
the preceding sentence and (ii) a certificate satisfactory to the Trustee from
such broker or other entity stating that it represents the deceased beneficial
owner. Such broker or other entity shall be responsible for disbursing any
payments it receives pursuant to exercise of the Survivor’s Option to the
appropriate Representative.



     Article 7. Global Notes. The InterNotes will be issued initially in the
form of Global Notes. “Global Note” means a registered Note evidencing one or
more InterNotes, issued to the Depository for such InterNotes in accordance
with this Article and bearing the legend prescribed in this Article. A single
Global Note will represent all Notes issued on the same day and having the same
terms, including, but not limited to, the same Interest Payment Dates, rate of
interest, Stated Maturity, and redemption or repayment provisions (if any),
including any Survivor’s Option. The Company shall execute and the Trustee
shall, in accordance with this Article and the Company Order with respect to
the InterNotes, authenticate and deliver one or more Global Notes in temporary
or permanent form that (i) shall represent and shall be denominated in an
aggregate amount equal to the aggregate principal amount of the InterNotes to
be represented by one or more Global Notes, (ii) shall be registered in the
name of the Depository for such Global Note or Notes or the nominee of such
Depository, (iii) shall be delivered by the Trustee to such Depository or
pursuant to such Depository’s instructions and (iv) shall bear a legend
substantially to the following effect in addition to the legend required by
Section 2.11(a) of the Provisions: “Unless this Global Note is presented by an
authorized representative of the Depository to the Issuer or its agent for
registration of transfer, exchange or payment, and any InterNote issued is
registered in the name of the Depository or in such other name as is requested
by the Depository, any transfer, pledge or other use hereof for value or
otherwise by or to any person shall be wrongful inasmuch as the registered
owner hereof, the Depository, has an interest herein.”



     Notwithstanding Section 2.05 of the Provisions, unless and until it is
exchanged in whole or in part for Notes in definitive form, a Global Note
representing one or more InterNotes may not be transferred except as a whole by
the Depository, to a nominee of such Depository or by a nominee of such
Depository to such Depository or another nominee of such Depository or by such
Depository or any such nominee to a successor Depository for the InterNotes or
a nominee of such successor Depository.



     The third paragraph of Section 2.05 of the Provisions shall not apply to
InterNotes issued in the form of Global Notes.



     If at any time the Depository for the InterNotes notifies the Company that
it is unwilling or unable to continue as Depository for the InterNotes or if at
any time the Depository for the InterNotes shall no longer be registered or in
good standing under the Securities Exchange Act of 1934, as amended, or other
applicable statute or regulation, the Company shall appoint a successor
Depository with respect to the InterNotes. If a successor Depository for the
InterNotes is not appointed by the Company within 90 days after the Company
receives such notice or becomes aware of such ineligibility, the Company will
execute, and the Trustee, upon receipt of a Company Order for the
authentication and delivery of definitive InterNotes, will authenticate



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and deliver InterNotes in definitive form in an aggregate principal amount
equal to the principal amount of the Global Note or Notes representing such
InterNotes in exchange for such Global Note or Notes.



     The Company may at any time and in its sole discretion determine that the
InterNotes issued in the form of one or more Global Notes shall no longer by
represented by such Global Note or Notes. In such event the Company will
execute, and the Trustee, upon receipt of a Company Order for the
authentication and delivery of definitive InterNotes will authenticate and
deliver InterNotes in definitive form in an aggregate principal amount equal to
the principal amount of the Global Note or Notes representing such InterNotes
in exchange for such Global Note or Notes.



     The Depository for such InterNotes may surrender a Global Note or Notes
for such InterNotes in exchange in whole or in part for InterNotes in
definitive form on such terms as are acceptable to the Company and such
Depository. Thereupon, the Company shall execute, and the Trustee shall
authenticate and deliver, without service charge:




     (i) to each Person specified by such Depository a
new InterNote or Notes, of any authorized denomination
as requested by such Person in aggregate principal
amount equal to and in exchange for such Person’s
beneficial interest in the Global Note; and




     (ii) to such Depository a new Global Note in a
denomination equal to the difference, if any, between
the principal amount of the surrendered Global Note
and the aggregate principal amount of InterNotes
delivered to Holders thereof.



     In any exchange provided for in this Article, the Company will execute and
the Trustee will authenticate and deliver InterNotes in definitive registered
form in authorized denominations.



     Upon the exchange of a Global Note for InterNotes in definitive form, such
Global Note shall be cancelled by the Trustee. InterNotes issued in exchange
for a Global Note pursuant to this Article shall be registered in such names
and in such authorized denominations as the Depository for such Global Note,
pursuant to instructions from its direct or indirect participants or otherwise,
shall instruct the Trustee. The Trustee shall deliver such InterNotes to the
persons in whose names such InterNotes are so registered.



     Article 8. Amendments. Notwithstanding Articles II and XI of the
Provisions, the Company may, by Board Resolution or by Supplemental Indenture,
amend this Indenture to provide for additional definitions, terms and
provisions relating to InterNotes. Any such Board Resolution or Supplemental
Indenture will not adversely affect the rights and privileges of Holders of
InterNotes issued prior to such Board Resolution or Supplemental Indenture and
shall not affect the Trustee’s own rights, duties or immunities under this
Indenture or otherwise without its prior written consent.



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     Article 9. Effective Time. This Amended and Restated Indenture shall
become effective on the date and at the time of consummation of the Merger.



TESTIMONIUM




     This Amended and Restated Indenture may be executed in any number of
counterparts, each of which so executed shall be deemed to be an original, but
all such counterparts shall together constitute but one and the same
instrument.



     IN WITNESS WHEREOF, the parties hereto have caused this Amended and
Restated Indenture to be duly executed and attested, all as of the day and year
first written above. In addition, by its signature below, the Trustee
acknowledges and agrees that this Amended and Restated Indenture is delivered
in a form satisfactory to the Trustee for purposes of Section 10.01 of the
Original Indenture.



	 	 	 	 	 
	 	 	HSBC FINANCE CORPORATION
	 
	 	 	 	 
	

	 	By:
	 	     /s/ AUTHORIZED SIGNATORY
	

	 	 	 	
 
	Attest:
	 	 	 	 
	 
	 	 	 	 
	          /s/ AUTHORIZED SIGNATORY
	 	 	 	 
	
 
	 	 	 	 
	          Assistant Secretary
	 	 	 	 
	 
	 	 	 	 
	 	 	JPMORGAN CHASE BANK, N.A.,
	 	 	as Trustee
	

	 	By:
	 	     /s/ AUTHORIZED SIGNATORY
	

	 	 	 	
 
	 

	 	 	 	Authorized Officer
	Attest:
	 	 	 	 
	 
	 	 	 	 
	          /s/ AUTHORIZED SIGNATORY
	 	 	 	 
	
 
	 	 	 	 
	          Authorized Officer
	 	 	 	 








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